UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-Q. Commission File Number:

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-Q [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended June 30, 2012 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: OPPENHEIMER HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 125 Broad Street New York, New York (Address of principal executive offices) (Zip Code) (212) (Registrant s telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ X ] Yes [ ] No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Smaller reporting company [ ] Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The number of shares of the Company s Class A non-voting common stock and Class B voting common stock (being the only classes of common stock of the Company) outstanding on July 31, 2012 was 13,493,912 and 99,680 shares, respectively.

2 PART I Item 1. OPPENHEIMER HOLDINGS INC. INDEX FINANCIAL INFORMATION Financial Statements (unaudited) Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011 Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2012 and 2011 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 Condensed Consolidated Statements of Changes in Equity for the six months ended June 30, 2012 and 2011 Page No Notes to Condensed Consolidated Financial Statements 8 Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 3. Quantitative and Qualitative Disclosures About Market Risk 62 Item 4. Controls and Procedures 62 PART II OTHER INFORMATION Item 1. Legal Proceedings 64 Item 1A. Risk Factors 71 Item 6. Exhibits 71 Signatures 72 Certifications

3 PART I FINANCIAL INFORMATION Item. 1 Financial Statements (unaudited) OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Expressed in thousands of dollars) June 30, December 31, ASSETS Cash and cash equivalents $93,541 $70,329 Cash and securities segregated for regulatory and other purposes 32,487 30,086 Deposits with clearing organizations 64,806 35,816 Receivable from brokers and clearing organizations 294, ,113 Receivable from customers, net of allowance for credit losses of $2,659 ($2,548 in 2011) 839, ,822 Income taxes receivable 5,811 6,743 Securities purchased under agreements to resell 5, ,688 Securities owned, including amounts pledged of $755,395 ($653,651 in 2011), at fair value 1,100, ,541 Notes receivable, net 52,799 54,044 Office facilities, net 25,923 16,976 Intangible assets, net 32,356 35,589 Goodwill 137, ,889 Other 211, ,803 $2,896,742 $3,527,439 (Continued on next page) The accompanying notes are an integral part of these condensed consolidated financial statements. 1

4 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Expressed in thousands of dollars) June 30, December 31, LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Drafts payable $46,592 $51,848 Bank call loans 86,900 27,500 Payable to brokers and clearing organizations 378, ,610 Payable to customers 538, ,896 Securities sold under agreements to repurchase 734,883 1,508,493 Securities sold, but not yet purchased, at fair value 94,153 69,415 Accrued compensation 108, ,283 Accounts payable and other liabilities 193, ,669 Senior secured note 195, ,000 Deferred income taxes, net 3,533 10,302 Excess of fair value of acquired assets over cost 7,020 7,020 2,386,948 3,014,036 Stockholders' equity Share capital Class A non-voting common stock ( ,489,162 shares issued and outstanding ,572,265 shares issued and outstanding) 61,266 62,593 Class B voting common stock 99,680 shares issued and outstanding ,399 62,726 Contributed capital 38,702 36,832 Retained earnings 403, ,720 Accumulated other comprehensive income (loss) (862) (208) Total Oppenheimer Holdings Inc. stockholders equity 502, ,070 Non-controlling interest 7,060 5, , ,403 $2,896,742 $3,527,439 The accompanying notes are an integral part of these condensed consolidated financial statements. 2

5 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Expressed in thousands of dollars, except share and per share amounts Three months ended Six months ended June 30, June 30, REVENUE: Commissions $112,429 $120,790 $238,063 $257,645 Principal transactions, net 13,460 13,313 26,015 24,304 Interest 14,246 13,649 27,639 28,438 Investment banking 24,971 33,717 45,058 62,158 Advisory fees 53,704 50, ,781 98,504 Other 14,335 12,994 30,803 26, , , , ,935 EXPENSES: Compensation and related expenses 150, , , ,851 Clearing and exchange fees 5,989 6,300 12,020 12,613 Communications and technology 15,328 16,069 31,466 32,008 Occupancy and equipment costs 17,409 18,524 41,753 37,070 Interest 8,230 10,669 17,022 18,443 Other 27,454 30,816 58,201 55, , , , ,402 Profit before income taxes 7,839 1,704 1,350 11,533 Income tax provision 4,464 1,266 1,858 5,334 Net profit (loss) for the period 3, (508) 6,199 Less net profit attributable to non-controlling interest, net of tax ,727 1,422 Net profit (loss) attributable to Oppenheimer Holdings Inc. $2,422 $(309) $(2,235) $4,777 Profit (loss) per share attributable to Oppenheimer Holdings Inc.: Basic $0.18 ($0.02) ($0.16) $0.35 Diluted $0.17 ($0.02) ($0.16) $0.34 Weighted average common shares: Basic 13,588,842 13,658,720 13,593,496 13,605,020 Diluted 14,009,645 13,937,375 13,593,496 13,929,521 Dividends declared per share $0.11 $0.11 $0.22 $0.22 The accompanying notes are an integral part of these condensed consolidated financial statements. 3

6 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) Expressed in thousands of dollars Three months ended Six months ended June 30, June 30, Net profit (loss) for the period $3,375 $438 $(508) $6,199 Other comprehensive income: Currency translation adjustment (288) (120) (654) 119 Change in cash flow hedges, net of tax - 1,250-1,322 Comprehensive income (loss) for the period $3,087 $1,568 $(1,162) $7,640 The accompanying notes are an integral part of these condensed consolidated financial statements. 4

7 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Expressed in thousands of dollars Six months ended June 30, Cash flows from operating activities: Net profit (loss) for the period $(508) $6,199 Adjustments to reconcile net profit to net cash used in operating activities: Non-cash items included in net profit: Depreciation and amortization 5,553 6,437 Deferred income tax (6,769) 2,177 Amortization of notes receivable 9,760 10,140 Amortization of debt issuance costs Amortization of intangibles 3,233 2,163 Provision for credit losses 111 (286) Share-based compensation 2,224 2,720 Decrease (increase) in operating assets: Cash and securities segregated for regulatory and other purposes (2,401) (4,496) Deposits with clearing organizations (28,990) (1,830) Receivable from brokers and clearing organizations (6,331) (54,894) Receivable from customers (2,058) 1,437 Income taxes receivable 932 1,824 Securities purchased under agreement to resell 842,463 (215,412) Securities owned (176,103) (680,609) Notes receivable (8,515) (10,404) Other 23,103 41,151 Increase (decrease) in operating liabilities: Drafts payable (5,256) (22,765) Payable to brokers and clearing organizations 43,090 23,905 Payable to customers 58, ,570 Securities sold under agreement to repurchase (773,610) 777,999 Securities sold, but not yet purchased 24,738 21,422 Accrued compensation (36,148) (58,966) Accounts payable and other liabilities 8,838 (23,194) Cash used in operating activities (23,867) (21,141) (Continued on next page) 5

8 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) -Continued Expressed in thousands of dollars Six months ended June 30, Cash flows from investing activities: Purchase of office facilities (7,821) (3,013) Cash used in investing activities (7,821) (3,013) Cash flows from financing activities: Cash dividends paid on Class A non-voting and Class B voting common stock (2,990) (3,003) Issuance of Class A non-voting common stock Repurchase of Class A non-voting common stock for cancellation (1,551) - Tax benefit (shortfall) from share-based compensation 41 (1,624) Debt issuance costs - (4,346) Senior secured note issuance - 200,000 Senior secured credit note repayments - (22,503) Subordinated note repayment - (100,000) Increase (decrease) in bank call loans, net 59,400 12,000 Cash provided by financing activities 54,900 80,861 Net increase (decrease) in cash and cash equivalents 23,212 56,707 Cash and cash equivalents, beginning of period 70,329 52,854 Cash and cash equivalents, end of period $93,541 $109,561 Schedule of non-cash investing and financing activities: Employee share plan issuance $224 $10,392 Supplemental disclosure of cash flow information: Cash paid during the periods for interest $20,456 $13,345 Cash paid during the periods for income taxes $6,309 $4,087 The accompanying notes are an integral part of these condensed consolidated financial statements. 6

9 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited) Expressed in thousands of dollars Six months ended June 30, Share capital Balance at beginning of period $62,726 $51,901 Issuance of Class A non-voting common stock ,729 Repurchase of Class A non-voting common stock (1,551) - Balance at end of period $61,399 $62,630 Contributed capital Balance at beginning of period $36,832 $47,808 Vested employee share plan awards (180) (13,303) Tax benefit (shortfall) from share-based awards 41 (1,624) Share-based expense 2,009 2,179 Balance at end of period $38,702 $35,060 Retained earnings Balance at beginning of period $408,720 $394,648 Net profit (loss) for the period attributable to Oppenheimer Holdings Inc. (2,235) 4,777 Dividends ($0.22 per share in 2012 and 2011) (2,990) (3,003) Balance at end of period $403,495 $396,422 Accumulated other comprehensive income (loss) Balance at beginning of period $(208) $207 Currency translation adjustment (654) 119 Change in cash flow hedges, net of tax - 1,322 Balance at end of period $(862) $1,648 Stockholders Equity $502,734 $495,760 Non-controlling interest Balance at beginning of period $5,333 $3,032 Net profit attributable to non-controlling interest for the period, net of tax 1,727 1,422 Balance at end of period $7,060 $4,454 Total equity $509,794 $500,214 The accompanying notes are an integral part of these condensed consolidated financial statements. 7

10 OPPENHEIMER HOLDINGS INC. Notes to Condensed Consolidated Financial Statements 1. Summary of significant accounting policies Basis of Presentation Oppenheimer Holdings Inc. ( OPY") is incorporated under the laws of the State of Delaware. On May 11, 2009, the jurisdiction of incorporation of OPY was changed from Canada to Delaware. The condensed consolidated financial statements include the accounts of OPY and its subsidiaries (together, the Company ). The principal subsidiaries of OPY are Oppenheimer & Co. Inc. ("Oppenheimer"), a registered broker dealer in securities, Oppenheimer Asset Management Inc. ( OAM ) and its wholly owned subsidiary, Oppenheimer Investment Management Inc. ( OIM ), both registered investment advisors under the Investment Advisors Act of 1940, Oppenheimer Trust Company, a limited purpose trust company chartered by the State of New Jersey to provide fiduciary services such as trust and estate administration and investment management, Oppenheimer Multifamily Housing and Healthcare Finance, Inc. ( OMHHF ), which is engaged in mortgage brokerage and servicing, and OPY Credit Corp., which offers syndication as well as trading of issued corporate loans. Oppenheimer Europe Ltd. (formerly Oppenheimer E.U. Ltd.), based in the United Kingdom, provides institutional equities and fixed income brokerage and corporate financial services and is regulated by the Financial Services Authority. Oppenheimer Investments Asia Limited, based in Hong Kong, China, provides assistance in accessing the U.S. equities markets and limited mergers and acquisitions advisory services to Asia-based companies. Oppenheimer operates as Fahnestock & Co. Inc. in Latin America. Oppenheimer owns Freedom Investments, Inc. ( Freedom ), a registered broker dealer in securities, which also operates as the BUYandHOLD division of Freedom, offering on-line discount brokerage and dollar-based investing services, and Oppenheimer Israel (OPCO) Ltd., which is engaged in offering investment services in the State of Israel as a local broker dealer. Oppenheimer holds a trading permit on the New York Stock Exchange and is a member of several other regional exchanges in the United States. The Company s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( GAAP ). These accounting principles are set out in the notes to the Company s consolidated financial statements for the year ended December 31, 2011 included in its Annual Report on Form 10-K for the year then ended. Accounting standards require the Company to present non-controlling interests (previously referred to as minority interests) as a separate component of stockholders equity on the Company s consolidated balance sheet. As of June 30, 2012, the Company owned 67.34% of OMHHF and the non-controlling interest recorded in the condensed consolidated balance sheet was $7.1 million. The Company intends to purchase non-controlling interest shares of 16.33% in 2012 which will take its interest to 83.67%. Disclosures reflected in these condensed consolidated financial statements comply in all material respects with those required pursuant to the rules and regulations of the United States Securities and Exchange Commission ( SEC ) with respect to quarterly financial reporting. During the three month period ended June 30, 2012, the Company recorded adjustments of $1.3 million, net of taxes, related to prior periods to establish additional reserves for tax positions. These out-of-period adjustments, which were not material to any prior period, resulted in an 8

11 increase to income tax expense of $1.85 million offset by a decrease of interest expense of $588,000 on an after tax basis. 2. New Accounting Pronouncements Recently Adopted In April 2011, the FASB issued ASU No , Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements, which removes the requirement to consider whether sufficient collateral is held when determining whether to account for repurchase agreements and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity as sales or as secured financings. The guidance is effective prospectively for transactions beginning on January 1, The Company adopted this guidance in the period ending March 31, In May 2011, the FASB issued ASU No , Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, which provides clarifying guidance on how to measure fair value and has additional disclosure requirements. The amendments prohibit the use of blockage factors at all levels of the fair value hierarchy and provide guidance on measuring financial instruments that are managed on a net portfolio basis. Additional disclosure requirements include transfers between Levels 1 and 2 and, for Level 3 fair value measurements, a description of the valuation processes and additional information about unobservable inputs impacting Level 3 measurements. The updates are effective for fiscal years beginning after December 15, The Company adopted this guidance in the period ending March 31, See note 6 for further details. In September 2011, the FASB issued ASU No , Testing Goodwill for Impairment, which gives entities the option of performing a qualitative assessment before the quantitative analysis. If entities determine the fair value of a reporting unit is more likely than not less than the carrying amount based on the qualitative factors, the two-step quantitative test would be required. Otherwise, further testing would not be needed. The ASU is effective for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company evaluated this ASU and decided to continue to perform quantitative analysis for goodwill impairment. On December 31, 2011, the FASB issued ASU No , Disclosures about Offsetting Assets and Liabilities, which requires new disclosures about balance sheet offsetting and related arrangements. For derivatives and financial assets and liabilities, the ASU requires disclosure of gross asset and liability amounts, amounts offset on the balance sheet, and amounts subject to the offsetting requirements but not offset on the balance sheet. The ASU is effective for annual reporting periods beginning on or after January 1, The Company is currently evaluating the impact, if any, that these updates will have on its financial condition, results of operations and cash flows. 3. Revision to financial statements During the year ended December 31, 2011, the Company identified historical errors relating to its tax treatment of deferred compensation obligations assumed as part of the 2003 acquisition of the Private Client Division from Canadian Imperial Bank of Commerce ( CIBC ) that affected prior periods. As a result, the Company determined the need to reestablish book basis of goodwill related to the 2003 transaction in the amount of $5.4 million. Further analysis revealed uncertain tax positions, that were inadvertently taken as a result of the errors, leading to the establishment 9

12 of a reserve in the amount of $3.0 million, including accrued interest, as well as cumulative adjustments primarily related to current and deferred tax items of $2.8 million for periods prior to The Company assessed the impact of the errors, including the impact of previously disclosed outof-period adjustments, on its prior period financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2010 and concluded that these errors were not material, individually or in the aggregate, to any of those financial statements. Although the effect of these errors was not material to any previously issued financial statements, the cumulative effect of correcting these historical errors during the fiscal year 2011 would have been material. As part of this revision process, the Company also reversed other previously disclosed out-ofperiod adjustments which were immaterial, and recorded them instead in the periods in which the errors originated. These revisions have no net impact on the Company s net cash amounts provided by (used in) operating, financing or investing activities for the any of the periods previously reported, nor in the current period. The cumulative effect of the above adjustments resulted in a $9.8 million credit to opening retained earnings as of January 1, The financial statements as of June 30, 2011, included herein, have been prepared in light of the cumulative revisions above. The financial statements for all other periods affected by the revisions can continue to be relied upon, and will be revised to reflect the revisions discussed above, the next time such financial statements are included in future reports for comparative purposes. 4. Earnings per share Basic earnings per share was computed by dividing net profit (loss) by the weighted average number of shares of Class A and Class B Stock outstanding. Diluted earnings per share includes the weighted average number of shares of Class A and Class B Stock outstanding and the effects of the warrant using the if converted method and options to purchase the Class A Stock and restricted stock awards of Class A Stock using the treasury stock method. 10

13 Earnings per share has been calculated as follows: Expressed in thousands of dollars, except share and per share amounts. Three months ended June 30, Six months ended June 30, Basic weighted average number of shares outstanding 13,588,842 13,658,720 13,593,496 13,605,020 Net dilutive effect of warrant, treasury method (1) Net dilutive effect of share-based awards, treasury method (2) 420, ,501 Diluted weighted average number of shares outstanding 14,009,645 13,658,720 13,593,496 13,929,521 Net profit (loss) for the period $3,375 $438 $(508) $6,199 Net profit attributable to noncontrolling interests ,727 1,422 Net profit (loss) attributable to Oppenheimer Holdings Inc. $2,422 ($309) $(2,235) $4,777 Basic profit (loss) per share $0.18 ($0.02) $(0.16) $0.35 Diluted profit (loss) per share $0.17 ($0.02) $(0.16) $0.34 (1) As part of the consideration for the 2008 acquisition of certain businesses from CIBC World Markets Corp., the Company issued a warrant to CIBC to purchase 1 million shares of Class A Stock of the Company at $48.62 per share exercisable five years from the January 14, 2008 acquisition date. For the three and six months ended June 30, 2012 and 2011, the effect of the warrant is anti-dilutive. (2) For the both the three and six months ended June 30, 2012, the diluted earnings per share computations do not include the anti-dilutive effect of 1,059,638 shares of Class A Stock granted under share-based compensation arrangements together with the warrant described in (1) (1,139,695 and 1,142,028 shares of Class A Stock, respectively, for the three and six months ended June 30, 2011). 5. Receivable from and Payable to Brokers and Clearing Organizations Expressed in thousands of dollars. June 30, December 31, Receivable from brokers and clearing organizations consist of: Deposits paid for securities borrowed $207,252 $217,353 Receivable from brokers 22,668 23,516 Securities failed to deliver 23,154 11,551 Clearing organizations 20,505 19,209 Omnibus accounts 19,864 15,907 Other 1, $294,444 $288,113 11

14 June 30, December 31, Payable to brokers and clearing organizations consist of: Deposits received for securities loaned $295,729 $318,834 Securities failed to receive 24,188 15,236 Clearing organizations and other 58,783 1,540 $378,700 $335, Financial instruments Securities owned and securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period. The Company's other financial instruments are generally short-term in nature or have variable interest rates and as such their carrying values approximate fair value, with the exception of notes receivable from employees which are carried at cost. Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value Expressed in thousands of dollars. June 30, 2012 December 31, 2011 Owned Sold Owned Sold U.S. Treasury, agency and sovereign obligations $796,655 $45,797 $682,805 $27,509 Corporate debt and other obligations 26,233 4,636 27,188 3,696 Mortgage and other asset-backed securities 3, , Municipal obligations 111, , Convertible bonds 50,923 10,953 50,157 8,533 Corporate equities 44,630 32,284 38,634 29,056 Other 67, , Total $1,100,644 $94,153 $924,541 $69,415 Securities owned and securities sold, but not yet purchased, consist of trading and investment securities at fair values. Included in securities owned at June 30, 2012 are mutual funds with estimated fair values of approximately $13.1 million ($13.2 million at December 31, 2011), which are related to deferred compensation liabilities to certain employees included in accrued compensation on the condensed consolidated balance sheet. As of June 30, 2012, the Company did not have any exposure to European sovereign debt. Valuation Techniques A description of the valuation techniques applied and inputs used in measuring the fair value of the Company s financial instruments is as follows: 12

15 U.S. Treasury Obligations U.S. Treasury securities are valued using quoted market prices obtained from active market makers and inter-dealer brokers and, accordingly, are categorized in Level 1 in the fair value hierarchy. U.S. Agency Obligations U.S. agency securities consist of agency issued debt securities and mortgage pass-through securities. Non-callable agency issued debt securities are generally valued using quoted market prices. Callable agency issued debt securities are valued by benchmarking model-derived prices to quoted market prices and trade data for identical or comparable securities. The fair value of mortgage pass-through securities are model driven with respect to spreads of the comparable Tobe-announced ( TBA ) security. Actively traded non-callable agency issued debt securities are categorized in Level 1 of the fair value hierarchy. Callable agency issued debt securities and mortgage pass-through securities are generally categorized in Level 2 of the fair value hierarchy. Sovereign Obligations The fair value of sovereign obligations is determined based on quoted market prices when available or a valuation model that generally utilizes interest rate yield curves and credit spreads as inputs. Sovereign obligations are categorized in Level 1 or 2 of the fair value hierarchy. Corporate Debt & Other Obligations The fair value of corporate bonds is estimated using recent transactions, broker quotations and bond spread information. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy. Mortgage and Other Asset-Backed Securities The Company holds non-agency securities collateralized by home equity and various other types of collateral which are valued based on external pricing and spread data provided by independent pricing services and are generally categorized in Level 2 of the fair value hierarchy. When specific external pricing is not observable, the valuation is based on yields and spreads for comparable bonds and, consequently, the positions are categorized in Level 3 of the fair value hierarchy. Municipal Obligations The fair value of municipal obligations is estimated using recently executed transactions, broker quotations, and bond spread information. These obligations are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy. Convertible Bonds The fair value of convertible bonds is estimated using recently executed transactions and dollarneutral price quotations, where observable. When observable price quotations are not available, fair value is determined based on cash flow models using yield curves and bond spreads as key inputs. Convertible bonds are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy. Corporate Equities Equity securities and options are generally valued based on quoted prices from the exchange or market where traded and categorized as Level 1 in the fair value hierarchy. To the extent quoted 13

16 prices are not available, prices are generally derived using bid/ask spreads, and these securities are generally categorized in Level 2 of the fair value hierarchy. Other In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General s office ( NYAG ) and the Massachusetts Securities Division ( MSD and, together with the NYAG, the Regulators ) concluding investigations and administrative proceedings by the Regulators concerning Oppenheimer s marketing and sale of auction rate securities ( ARS ). Pursuant to those settlements and legal settlements, as of June 30, 2012, the Company purchased and holds approximately $77.7 million in ARS from its clients pursuant to several purchase offers and legal settlements. The Company s purchases of ARS from its clients will continue on a periodic basis pursuant to the settlements with the Regulators. In addition, the Company is committed to purchase another $40.4 million in ARS from clients through The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and legal and other actions by clients during the relevant period, which cannot be predicted. In addition to the ARS held pursuant to purchases from clients of $77.7 million as of June 30, 2012 referred to above, the Company also held $150,000 in ARS in its proprietary trading account as of June 30, 2012 as a result of the failed auctions in February These ARS positions primarily represent Auction Rate Preferred Securities issued by closed-end funds and, to a lesser extent, Municipal Auction Rate Securities which are municipal bonds wrapped by municipal bond insurance and Student Loan Auction Rate Securities which are asset-backed securities backed by student loans. Interest rates on ARS typically reset through periodic auctions. Due to the auction mechanism and generally liquid markets, ARS have historically been categorized as Level 1 in the fair value hierarchy. Beginning in February 2008, uncertainties in the credit markets resulted in substantially all of the ARS market experiencing failed auctions. Once the auctions failed, the ARS could no longer be valued using observable prices set in the auctions. The Company has used less observable determinants of the fair value of ARS, including the strength in the underlying credits, announced issuer redemptions, completed issuer redemptions, and announcements from issuers regarding their intentions with respect to their outstanding ARS. The Company has also developed an internal methodology to discount for the lack of liquidity and non-performance risk of the failed auctions. Key inputs include spreads on comparable Treasury yields to derive a discount rate, an estimate of the ARS duration, and yields based on current auctions in comparable securities that have not failed. Additional information regarding the valuation technique and inputs used is as follows: 14

17 Expressed in thousands of dollars. Quantitative Information about Level 3 Fair Value Measurements at June 30, 2012 Valuation Adjustment Valuation Technique Product Principal Fair Value Auction Rate $118,264 $5,731 $112,533 Discounted Cash Securities (1) Flow Total Unobservable Input Range Discount Rate 1.14% to 3.01% Duration 5 to 8 Years Current Yield (2) 0.27% to 1.37% (1) Includes ARS owned by the Company of $77.9 million and included in the condensed consolidated balance sheet at June 30, 2012 as well as additional commitments to purchase ARS from clients of $40.4 million which is disclosed in the notes to the condensed consolidated balance sheet. (2) Based on current auctions in comparable securities that have not failed. The fair value of ARS is particularly sensitive to movements in interest rates. Increases in shortterm interest rates would increase the discount rate input used in the ARS valuation and thus reduce the fair value of the ARS (increase the valuation adjustment). Conversely, decreases in short-term interest rates would decrease the discount rate and thus increase the fair value of ARS (decrease the valuation adjustment). However, an increase (decrease) in the discount rate input would be partially mitigated by an increase (decrease) in the current yield earned on the underlying ARS asset increasing the cash flows and thus the fair value. Furthermore, movements in short term interest rates would likely impact the ARS duration (i.e., sensitivity of the price to a change in interest rates), which would also have a mitigating affect on interest rate movements. For example, as interest rates increase, issuers of ARS have an incentive to redeem outstanding securities as servicing the interest payments gets prohibitively expensive which would lower the duration assumption thereby increasing the ARS fair value. Alternatively, ARS issuers are less likely to redeem ARS in a lower interest rate environment as it is a relatively inexpensive source of financing which would increase the duration assumption thereby decreasing the ARS fair value. Due to the less observable nature of these inputs, the Company categorizes ARS in Level 3 of the fair value hierarchy. As of June 30, 2012, the Company had a valuation adjustment (unrealized loss) of $5.7 million for ARS. Investments In its role as general partner in certain hedge funds and private equity funds, the Company, through its subsidiaries, holds direct investments in such funds. The Company uses the net asset value of the underlying fund as a basis for estimating the fair value of its investment. Due to the illiquid nature of these investments and difficulties in obtaining observable inputs, these investments are included in Level 3 of the fair value hierarchy. 15

18 The following table provides information about the Company s investments in Companysponsored funds at June 30, Expressed in thousands of dollars. Unfunded Commitments Redemption Fair Value Frequency Quarterly - Hedge Funds (1) $905 $ - Annually Private Equity Funds (2) 3,108 1,307 N/A N/A Distressed Opportunities Investment Trust (3) 7,662 - N/A N/A Total $11,675 $1,307 Redemption Notice Period Days (1) Includes investments in hedge funds and hedge fund of funds that pursue long/short, event-driven, and activist strategies. (2) Includes private equity funds and private equity fund of funds with a focus on diversified portfolios, real estate and global natural resources. (3) Special purpose vehicle that invests in distressed debt of U.S. companies. Derivative Contracts From time to time, the Company transacts in exchange-traded and over-the-counter derivative transactions to manage its interest rate risk. Exchange-traded derivatives, namely U.S. Treasury futures, Federal funds futures, and Eurodollar futures, are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Over-the-counter derivatives, namely interest rate swap and interest rate cap contracts, are valued using a discounted cash flow model and the Black-Scholes model, respectively, using observable interest rate inputs and are categorized in Level 2 of the fair value hierarchy. As described below in Credit Concentrations, the Company participates in loan syndications and operates as underwriting agent in leveraged financing transactions where it utilizes a warehouse facility provided by Canadian Imperial Bank of Commerce ( CIBC ) to extend financing commitments to third-party borrowers identified by the Company. The Company uses broker quotations on loans trading in the secondary market as a proxy to determine the fair value of the underlying loan commitment which is categorized in Level 3 of the fair value hierarchy. The Company also purchases and sells loans in its proprietary trading book. The Company uses broker quotations to determine the fair value of loan positions held which are categorized in Level 2 of the fair value hierarchy. The Company from time to time enters into securities financing transactions that mature on the same date as the underlying collateral (referred to as repo-to-maturity transactions). Such transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward reverse repurchase commitment. The forward repurchase and reverse repurchase commitments are valued based on the spread between the market value of the government security and the underlying collateral and are categorized in Level 2 of the fair value hierarchy. 16

19 Fair Value Measurements The Company s assets and liabilities, recorded at fair value on a recurring basis as of June 30, 2012 and December 31, 2011, have been categorized based upon the above fair value hierarchy as follows: Assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 Expressed in thousands of dollars. Fair Value Measurement: Assets As of June 30, 2012 Level 1 Level 2 Level 3 Total Cash equivalents $ 44,035 $ - $ - $ 44,035 Cash and securities segregated for regulatory and other purposes 11, ,498 Deposits with clearing organization 9, ,094 Securities owned: U.S. Treasury securities 708, ,063 U.S. Agency securities 44,923 43,640-88,563 Sovereign obligations Corporate debt and other obligations 13,369 12,864-26,233 Mortgage and other asset-backed securities - 3, ,416 Municipal obligations - 100,984 10, ,104 Convertible bonds - 50,923-50,923 Corporate equities 33,153 11,477-44,630 Other 3,039-64,644 67,683 Securities owned, at fair value 802, ,321 74,776 1,100,644 Investments (1) ,619 12,760 48,747 Derivative contracts TBAs - 5,846-5,846 Securities purchased under agreements to resell - 5,225-5,225 Total $ 867,542 $ 270,011 $ 87,536 $ 1,225,089 Fair Value Measurement: Liabilities As of June 30, 2012 Level 1 Level 2 Level 3 Total Securities sold, not yet purchased: U.S. Treasury securities $ 35,563 $ - $ - $ 35,563 U.S. Agency securities 10, ,234 Corporate debt and other obligations - 4,636-4,636 Mortgage and other asset-backed securities Municipal obligations Convertible bonds - 10,953-10,953 Corporate equities 19,087 13,197-32,284 Other Securities sold, not yet purchased at fair value 64,862 29,291-94,153 Investments Derivative contracts ,334 2,549 TBAs Securities sold under agreements to repurchase (2) - 52,584-52,584 Total $ 64,998 $ 82,189 $ 2,334 $ 149,521 (1) Included in other assets on the condensed consolidated balance sheet. (2) Includes securities sold under agreements to repurchase agreements where the Company has elected fair value option treatment. 17

20 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2011 Expressed in thousands of dollars. Fair Value Measurement: Assets As of December 31, 2011 Level 1 Level 2 Level 3 Total Cash equivalents $ 30,924 $ - $ - $ 30,924 Cash and securities segregated for regulatory and other purposes 11, ,500 Deposits with clearing organizations 9, ,095 Securities owned: U.S. Treasury securities 627, ,870 U.S. Agency securities 32,663 21,695-54,358 Sovereign obligations Corporate debt and other obligations 12,538 14,650-27,188 Mortgage and other asset-backed securities - 4, ,609 Municipal obligations - 51,401 3,562 54,963 Convertible bonds - 50,157-50,157 Corporate equities 29,150 9,484-38,634 Other 1,184-65,001 66,185 Securities owned, at fair value 703, ,557 68, ,541 Investments (1) 1,512 32,964 12,482 46,958 Derivative contracts TBAs - 5,791-5,791 Securities purchased under agreements to resell - 847, ,610 Total $ 756,436 $ 1,038,942 $ 81,061 $ 1,876,439 Fair Value Measurement: Liabilities As of December 31, 2011 Level 1 Level 2 Level 3 Total Securities sold, not yet purchased: U.S. Treasury securities $ 27,462 $ - $ - $ 27,462 U.S. Agency securities Sovereign obligations Corporate debt and other obligations - 3,696-3,696 Mortgage and other asset-backed securities Municipal obligations Convertible bonds - 8,533-8,533 Corporate equities 16,467 12,589-29,056 Other Securities sold, not yet purchased at fair value 44,001 25, ,415 Investments Derivative contracts ,347 2,421 TBAs - 2,254-2,254 Total $ 44,093 $ 27,626 $ 2,397 $ 74,116 (1) Included in other assets on the condensed consolidated balance sheet. (2) Includes securities purchased under agreements to resell where the Company has elected fair value option treatment. There were no significant transfers between Level 1 and Level 2 assets and liabilities in the three months ended June 30,

21 The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the three months ended June 30, 2012 and Expressed in thousands of dollars. For the Three-Month Period Ended June 30, 2012 Beginning Balance Realized Gains (Losses) (4) Unrealized Gains Purchases (4) (5) (Losses) & Issuances Sales & Settlements Transfers In / Out Ending Balance Assets: Mortgage and other asset-backed $ (7) (16) 3 (64) (2) $ 12 securities (1) Municipals 11,789 (5) (2,250) - 10,120 Other (2) 66, ,425 (7,350) - 64,644 Investments (3) 13,132 - (78) 3 (297) - 12,760 Liabilities: Mortgage and other asset-backed $ $ - securities (1) Other (2) Derivative contracts 3,907 - (1,573) ,334 (1) Represents private placements of non-agency collateralized mortgage obligations. (2) Represents auction rate securities that failed in the auction rate market. (3) Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company. (4) Included in principal transactions on the consolidated statement of operations, except for investments which are included in other income on the consolidated statement of operations. (5) Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date. Expressed in thousands of dollars. For the Three-Month Period Ended June 30, 2011 Beginning Balance Realized Gains (Losses) Unrealized Gains (Losses) Purchases & Issuances Sales & Settlements Transfers In / Out Ending Balance Assets: Mortgage and other asset-backed $ $ 105 securities (1) Municipals 2,165 - (43) 1,882 (175) - 3,829 Other (2) 36,582-1,966 27,575 (3,025) - 63,098 Investments (3 ) 17, (1,607) 13 16,141 Liabilities: Mortgage and other asset-backed $ $ 11 securities (1) (1) Represents private placements of non-agency collateralized mortgage obligations. (2) Represents auction rate securities that failed in the auction rate market. (3) Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company. 19

22 The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the six months ended June 30, 2012 and Expressed in thousands of dollars. For the Six-Month Period Ended June 30, 2012 Beginning Balance Realized Gains (Losses) (4) Unrealized Gains Purchases (4) (5) (Losses) & Issuances Sales & Settlements Transfers In / Out Ending Balance Assets: Mortgage and other asset-backed $ (8) 1 83 (79) (2) $ 12 securities (1) Municipals 3,562 (5) (491) 9,305 (2,250) - 10,120 Other (2) 65,001 - (761) 14,725 (14,321) - 64,644 Investments (3) 12, (297) 11 12,760 Liabilities: Other (2) (50) Derivative contracts 2,347 - (13) ,334 (1) Represents private placements of non-agency collateralized mortgage obligations (2) Represents auction rate securities that failed in the auction rate market (3) Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company (4) Included in principal transactions on the consolidated statement of operations, except for investments which are included in other income on the consolidated statement of operations (5) Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date Expressed in thousands of dollars. For the Six-Month Period Ended June 30, 2011 Beginning Balance Realized Gains (Losses) Unrealized Gains (Losses) Purchases & Issuances Sales & Settlements Transfers In / Out Ending Balance Assets: Mortgage and other asset-backed $ (14) - $ 105 securities (1) Municipals 1,787 - (190) 2,407 (175) - 3,829 Other (2) 35,909 - (936) 34,150 (6,025) - 63,098 Investments (3 ) 17,208 - (1) 552 (1,607) (11) 16,141 Liabilities: Mortgage and other asset-backed $ $ (11) securities (1) (1) Represents private placements of non-agency collateralized mortgage obligations (2) Represents auction rate securities that failed in the auction rate market (3) Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company 20

23 Fair Value Option The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company may make a fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected to apply the fair value option to its loan trading portfolio which resides in OPY Credit Corp. and is included in other assets on the condensed consolidated balance sheet. Management has elected this treatment as it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded. There were no loan positions held in the secondary loan trading portfolio at June 30, 2012 (none at December 31, 2011). The Company also elected the fair value option for those securities sold under agreements to repurchase ( repurchase agreements ) and securities purchased under agreements to resell ( reverse repurchase agreements ) that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities. At June 30, 2012, the fair value of the reverse repurchase agreements and repurchase agreements was $5.2 million and $52.6 million, respectively. Fair Value of Derivative Instruments The Company transacts, on a limited basis, in exchange traded and over-the-counter derivatives for both asset and liability management as well as for trading and investment purposes. Risks managed using derivative instruments include interest rate risk and, to a lesser extent, foreign exchange risk. Interest rate swaps and interest rate caps are entered into to manage the Company s interest rate risk associated with floating-rate borrowings. All derivative instruments are measured at fair value and are recognized as either assets or liabilities on the condensed consolidated balance sheet. The Company designates interest rate swaps and interest rate caps as cash flow hedges of floating-rate borrowings. Cash flow hedges used for asset and liability management For derivative instruments that were designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative was reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. On September 29, 2006, the Company entered into interest rate swap transactions to hedge the interest payments associated with its floating rate Senior Secured Credit Note, which was subject to change due to changes in 3-Month LIBOR. See note 7 for further information. These swaps were designated as cash flow hedges. Changes in the fair value of the swap hedges were expected to be highly effective in offsetting changes in the interest payments due to changes in 3-Month LIBOR. The swaps expired on March 31, For the three months ended March 31, 2011, the effective portion of the net gain on the interest rate swaps, after tax, was approximately $69,000 and was recorded as other comprehensive income on the condensed consolidated statement of comprehensive income (loss). 21

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